First Bauxite Corp announces Private Placement and rollover of existing debt

First Bauxite Corporation is pleased to announce a non-brokered private placement to Resource Capital Fund VI L.P. of an aggregate of US$15 million principal amount secured convertible notes bearing 8% interest and maturing August 1, 2017 to close in two tranches, the first of which closed today with the issuance of a US$4 million Note. The principal amount of the Notes will be convertible at the option of RCF into common shares of the company at CAD$0.05698 per share for a period of one year from the date of issuance and CAD$0.10 per share thereafter, while interest outstanding on the converted amount may, at RCF's election, be settled by the issue of company shares at the Market Price.

The company may prepay the principal amount of the Notes in shares valued at the Conversion Price if the volume weighted average trading price of the company's shares exceeds 200% of the conversion price for 40 consecutive trading days, while interest outstanding on the prepaid amount may be settled by the issue of company shares at the Market Price of such shares at the time of prepayment.

The proceeds of the Private Placement are expected to allow the company to improve its financial position and to proceed with its budgeted programs for its fiscal 2015 and 2016 years including: (i) initial detailed engineering on the mining and beneficiation plant in Guyana for the Issuer's Bonasika bauxite project; (ii) continuing analysis of the ceramics proppant market; (iii) mining of a bulk sample to manufacture large scale proppant samples for market tests in select oil and gas wells; and (iv) general working capital.

The company has also entered into amending agreements with its current note holders to replace its outstanding notes having an aggregate principal amount of approximately CAD$16.3 million and US$4 million and maturing January 19, 2016, with new convertible notes having substantially the same terms and conditions as the Notes, including interest rate, maturity date and conversion features.

The new Notes and the Replacement Notes issued will be secured obligations of the company under a general security agreement between the company and the note holders. The Board has authorized an aggregate of up to 900,000,000 shares for potential issuance upon conversion of the new Notes and the Replacement Notes.